The biggest hurdles for international businesses in the Nordics: language, and understanding what equivalent corporate documentation can be obtained.
When it comes to obtaining official corporate documents from Nordic countries, it's important to know what you're looking for. And a grasp of the relevant languages – unsurprisingly – proves incredibly useful too.
Searching for documents in Norway, such as a Certificate of Registration, Articles of Association and Financial Statements through name or entity number can sometimes be difficult, "you should also be clear about what you are looking for in regards to entity type" says TMF Norway's Head of Accounting, VAT and CoSec, Ane Lunden.
She goes on to explain that "branches in Norway do not have Articles of Association, or any overview of Directors (unless they have their own Norwegian Board of Directors). Therefore, information on a branch is less available than for a Limited Liability Company. This information would also be dependent on whether the company is registered in the Business Register for Legal Entities, or also in the Register of Business Enterprises. The latter also makes you liable for taxes and filing of CIT and Financial Statements in Norway."
E-copies of documents in Sweden can be obtained through the Swedish Companies Registration Office- Bolagsverket.se. However, if a business requires documents for an official procedure, a certified true copy will most likely be necessary. "A request can be made to receive these documents with an official seal, stamp and an administrator's signature, though it's important to note that the complete set of documents is only available in Swedish" says TMF Sweden Senior Legal Executive Ondrej Mihocka.
"Common documents such as a Certificate of Registration, Articles of Association, Certificate of Bankruptcy and so on, are available in English. The Certificate of Registration is also available in German. It should be noted that some documents are only available in paper form, through the post."
Understanding Swedish, and the local nuances of the Bolagsverket (such as what documents provide the desired information) are probably the biggest challenges international companies face. Mr Mihocka says companies should be aware of some specifics of the Swedish jurisdiction, and the way in which registration documents are handled by the Bolagsverket. "For example, the changes in the composition of the board of directors shall only take effect from the date on which notification of the change has been received by the Swedish Companies Registration Office."
"To take it to another level, even though the change would be officially in effect from the date of receipt, the actual visible proof to third parties (like banks) can take up to 10 working days. In Sweden, local knowledge is key to setting clear expectations, and processing documents efficiently."
In Finland, all documentation from the public government registry is available in the country's official languages of Finnish and Swedish. Most of them – although not all – are also available in English. Whereas in Denmark, the registry holds very few documents in English, with approximately 90% of the corporate documents only available in Danish.
TMF Finland Legal Officer Saija Saarinen says companies should be aware that there may be some differences in terms of the information that Finnish documents contain; "for example the Certification of Incorporation (or Proof of Formation) in Finland contains very limited information. In Finland we also do not have an equivalent document for a so-called Certificate of Good Standing (a document that shows that a Limited Liability Company has met its statutory requirements and is authorised to do business). The trade register extract and other documents available through the Trade Register states merely the public company information."
Sweden's Certificate of Registration does not divulge the identity of any shareholder of the Limited Liability Company. "This data is very common in public registries of other European jurisdictions" says Mr Mihocka "but in Sweden, the shareholder is usually identified on the basis of a register of shareholders or a share certificate, and that is not public information."
International companies looking to obtain documents from Norway's Brønnøysundregistrene are most likely to face difficulty when they try to venture beyond the main business registry page. "While this page can be displayed in English, the web shop does not have that alternative. You need a username and password and therefore, some knowledge of Norwegian would actually be necessary in order to create an account" explains Ms Lunden.
Also, not all documents can be obtained through the one portal; "an overview of shareholders of a company can be found on pages such as www.proff.no, or through the individual company's profile on Altinn, the Norwegian portal where documents such as CIT, FS and share registers are filed. People may get an overview of a company's outstanding VAT and taxes, but this is the closest document one is likely to find in regards to compliance issues. However, once again, if you can't read Norwegian you will encounter language barriers."
Compliance Certificates are common corporate documents in many countries, however not in Norway. "To find out if a company has filed their annual accounts, it is posted on the business register's webpage", says Ms Lunden "however, outstanding share registers, CITs and so on is not information that is obtainable through a document. The UK has appointment lists showing all directors, names, addresses, appointment date, resignation dates and more, but this does not exist in Norway."
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